EXHIBIT 10.12
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.
131 Park Street, NE
Vienna, Virginia 22180-4607
Phone: (703) 281-7440
FAX: (703) 281-7636
July 9, 1999 LETTER AGREEMENT
InforMax
6010 Executive Blvd.
Suite 501
North Bethesda, MD 20852 USA
Attention: Ms. Kimberly B. Durazo
Director of Operations, InforMax, Inc.
Dear Mrs. Durazo,
In response to the proposal provided by InforMax on July 2, 1999 regarding
contract NO1-LM-5-3530 for the year 1999-2000, the following agreement and
specified terms will supercede the prior sub-contract arrangement currently in
place. Each line item referenced below for this fixed-priced agreement will be
implemented on July 15, 1999. Any liabilities from the prior agreement
Subcontract No.: 1489-9601, will cease under this new agreement.
Contract is a FIRM-FIXED COST for one year, from July 15, 1999 to July 12, 2000.
The following labor categories and rates have been agreed to by MSD and
InforMax:
One Senior Bio-Informatics Software Engineer at an annual hourly rate of
[*****].
Two Bio-Informatics Software Engineers at an annual hourly rate of [*****].
Three Bio-Informatics Software Engineers at an annual hourly rate of [*****].
Software Engineer rates increase with the start of the new contract effective
July 15, 1999.
The total FIRM-FIXED cost for the one year contract will not exceed [*****].
MSD payments will be made to INFORMAX, INC. within 30 days from date of receipt
for the period worked. An invoice will be submitted by INFORMAX to MSD via email
on the first of every month. MSD and INFORMAX will meet on a quarterly basis to
ensure that hours and billings are maintained to satisfy the terms specified in
the agreement.
INFORMAX will provide monthly to MSD, copies of signed employee timesheets, a
summary report of actual hours worked to date by each employee and an employee
job status report. This agreement is for [*****] hours in accordance with the
rates above for a fixed price annual total of [*****].
<PAGE>
Please execute two signed originals of this agreement. MSD will then sign both
and return one original for your files. MSD looks forward to continuing or long
standing partnership with InforMax with this agreement. Please feel free to
contact myself or Jim Fox (703) 281-7440 x124 regarding any questions or
clarifications to this agreement.
Very truly yours,
Haley Esser
MSD Program Manager
/s/ James A. Fox 7/12/99
------------------ ---------
James A Fox Date
MSD, Vice President
/s/ Joseph Lehnen 7/9/99
------------------- ---------
Joseph Lehnen Date
INFORMAX, Chief Financial Officer
<PAGE>
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
November 22, 1999
InforMax
6010 Executive Blvd. 10th Floor
Suite 501
North Bethesda, MD 20852 USA
Attention: Ms. Kimberly B. Durazo
Director of Operations, InforMax, Inc.
Dear Mrs. Durazo,
This addendem is submitted in support of the proposal provided by InforMax on
July 2, 1999 regarding contract NO1-LM-5-3530 for the year 1999-2000. The
following agreement and specified terms are subject to the Letter Agreement
referenced above.
Contract is a FIRM-FIXED COST for one year, from November 8, 1999 to November
5th, 2000.
One Senior Bio-Informatics Software Engineer at an annual hourly rate of
[*****].
The total FIRM-FIXED cost for the one-year contract will not exceed [*****].
MSD payments will be made to INFORMAX, INC. within 30 days from date of receipt
for the period worked. An invoice will be submitted by INFORMAX to MSD via email
on the first of every month. THIS INVOICE SHALL REFERENCE MSD ORDER NUMBER
#1986. MSD and INFORMAX will meet on a quarterly basis to ensure that hours and
billings are maintained to satisfy the terms specified in the agreement.
INFORMAX will provide monthly to MSD, copies of signed employee timesheets, a
summary report of actual hours worked to date by each employee and an employee
job status report. This agreement is for [*****] hours in accordance with the
rates above for a fixed price annual total of [*****].
Please feel free to contact myself or Jim Fox (703) 281-7440 x124 regarding any
changes or clarifications to this agreement.
Very truly yours,
/s/ Haley Esser
Haley Esser
MSD Program Manager
<PAGE>
James A. Fox 11/22/99
------------------ ---------
James A Fox Date
MSD, Vice President
Joseph Lehnen 11/29/99
------------------- --------
Joseph Lehnen Date
INFORMAX, Chief Financial Officer
<PAGE>
[GRAPHIC OMITTED]
*****Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.
November 22, 1999
InforMax
6010 Executive Blvd. 10th Floor
North Bethesda, MD 20852 USA
Attention: Ms. Kimberly B. Durazo
Director of Operations, InforMax, Inc.
Dear Ms. Durazo,
This addendum is submitted in support of the proposal provided to InforMax on
July 9, 1999 regarding contract NO1-LM-5-3530 for the year 1999-2000. The
following agreement and specified terms are subject to the Letter Agreement
referenced above.
Contract is a FIRM-FIXED COST for one year, from September 20, 1999 to September
17, 2000.
One Senior Bio-Informatics Software Engineer at an annual hourly rate of
[*****].
The total FIRM-FIXED cost for the one-year contract will not exceed [*****].
MSD payments will be made to INFORMAX, INC. within 30 days from the date of
receipt for the period worked. An invoice will be submitted by INFORMAX to MSD
via email on the first of every month. This invoice shall reference MSD order
number #2029. MSD and INFORMAX will meet on a quarterly basis to ensure that
hours and billings are maintained to satisfy the terms specified in the
agreement.
INFORMAX will provide monthly to MSD, copies of signed employee timesheets, a
summary report of actual hours worked to date by each employee and an employee
job status report. This agreement is for [*****] hours in accordance with the
rates above for a fixed price annual total of [*****].
Please feel free to contact myself or Jim Fox (703) 281-7440 x124 regarding any
changes or clarifications to this agreement.
Very truly yours,
/s/ Haley Esser
Haley Esser
MSD Program Manager
<PAGE>
Addendum #1
/s/ James A. Fox 11/22/99
--------------------------------- --------
MSD, Vice President Date
/s/ Joseph Lehnen 11/27/99
--------------------------------- --------
INFORMAX, Chief Financial Officer Date
<PAGE>
Omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.
PURCHASE ORDER Order No.
2385
PHONE (703) 281-7440
ITG
To: Informax Ship To: Management Systems Designers, Inc.
Address: 6010 Executive Blvd. Address: 131 Park Street, N.E.
City: North Bethesda, MD City: Vienna, Virginia
20852 22180
ACCT. Date Required Terms How Ship Date 7.26.00
The following categories (labor) and rates
Have been agreed to by MSD and Informax:
- [****] : [****] Hrs. @ [****] = [****]
- [****] : [****] Hrs. @ [****] = [****]
- [****] : [****] Hrs. @ [****] = [****]
- [****] : [****] Hrs. @ [****] = [****]
- [****] : [****] Hrs. @ [****] = [****]
- [****] : [****] Hrs. @ [****] = [****]
MSD Payments will be made to Informax, Inc.
Within 30 days from the date of receipt for
The period worked. An invoice will be submitted
By Informax to MSD via e0mail on the first
Of every month.
Informax will provided monthly to MSD, copies
Of signed employee timesheets, a summary
Report of actual hours worked to date by each
Employee and an employee job status report.
TOTAL: [****]
Period of performance: August 6, 2000-
August 5, 2001
Our order number appear on all /s/ Illegible
invoices, packages, etc.
Please notify us immediately if you are
unable to ship complete order by date
specified
White-original Yellow-Office Copy Pink-Receiving
